Attached files
SHARE
EXCHANGE AGREEMENT
SHARE
EXCHANGE AGREEMENT (this "Agreement") is made this __ day of July 2009, by and
between Décor Products International, Inc. (f/k/a Murals by Maurice, Inc.), a
Florida corporation (including its successors and assigns, “MUBM”); Maurice
Katz, a Director and beneficial owner of a majority of the outstanding shares of
common stock of MUBM (“Maurice”); Wide Broad Group Ltd., a company organized and
existing under the laws of the British Virgin Islands (including its successors
and assigns “Wide Broad”), Man Kwai Ming, an individual and Smart Approach
Investments Limited a British Virgin Islands corporation (each a “Wide Broad
Shareholder”) and together with their successors and assigns from the date
hereof until the Closing (as defined below), collectively the “Wide Broad
Shareholders”), Donguan CHDITN Printing Co., Ltd., a company organized and
existing under the laws of the People’s Republic of China (“CHDITN”), and the
shareholders of CHDITN (the “CHDITN Shareholders”) and each of the other persons
signatories hereto.
Recitals
WHEREAS,
MUBM wishes to acquire one hundred percent (100%) of all of the issued and
outstanding share capital of Wide Broad from the Wide Broad Shareholders in an
exchange for a new issuance 20,000,000 shares of common stock of MUBM and the
simultaneous retirement to treasury of 7,450,000 shares of common stock (the
“Control Shares”) held in the name of Maurice in a transaction intended to
qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
WHEREAS, in furtherance thereof, the
respective Boards of Directors of MUBM and Wide Broad, have approved the
exchange, upon the terms and subject to the conditions set forth in this
Agreement, pursuant to which one hundred percent (100%) of the share capital of
Wide Broad (the "Wide Broad Share Capital”) issued and outstanding prior to the
exchange, will be exchanged by the Wide Broad Shareholders or their designee in
the aggregate for 20,000,000 shares of common stock, $.001 par value, of MUBM
(the "MUBM Common Stock").
WHEREAS, prior to Closing (defined
below) MUBM shall effect a 1 for 4 reverse split of MUBM Common Stock and Wide
Broad and MUBM shall also work together to appoint an board of directors
comprised of no less than %50 Independent Directors and form an independent
audit committee comprised of no less than two individuals who meet the standards
set forth by the NYSE Amex as these terms are defined by the NYSE Amex Company
Guide as amended from time to time.
WHEREAS,
Wide Broad has acquired from the CHDITN Shareholders, all of the share capital
of CHDITN, and CHDITN shall become an indirect wholly owned subsidiary of
MUBM.
WHEREAS,
neither party is seeking tax counsel or legal or accounting opinions on whether
the transactions qualify for tax free treatment.
Agreement
Based on
the stated premises, which are incorporated herein by reference, and for and in
consideration of the mutual covenants and agreements hereinafter set forth, the
mutual benefits to the parties to be derived herefrom, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows:
ARTICLE
I
EXCHANGE
OF SHARE CAPITAL FOR STOCK
1.01
Exchange of Share Capital for Stock and Retirement of Control Shares. On the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date (as defined in Section 1.05 hereof), the Wide Broad Shareholders shall
assign, transfer, and deliver to MUBM, free and clear of all liens, pledges,
encumbrances, charges, restrictions, or claims of any kind, nature, or
description, the Wide Broad Share Capital, and MUBM agrees to acquire such share
capital on such date by issuing and delivering in exchange therefore to the Wide
Broad Shareholders the MUBM Common Stock. All shares of MUBM Common Stock to be
issued and delivered pursuant to this Agreement shall be appropriately adjusted
to take into account any stock split, stock dividend, reverse stock split,
recapitalization, or similar change in the MUBM Common Stock which may occur
between the date of the execution of this Agreement and the Closing
Date. Simultaneous to the issuance and exchange of the MUBM Common
Stock pursuant to this Agreement, MUBM and Maurice shall take all necessary
corporate action to retire the Control Shares to the treasury of
MUBM.
1.02
Delivery of Wide Broad Share Capital by the Wide Broad Shareholders. The
transfer of the Wide Broad Share Capital by the Wide Broad Shareholders shall be
effected by the delivery to MUBM at the Closing (as set forth in Section 1.05
hereof) of an endorsement of the share capital in the name of MUBM followed by
registration of the same in the name of MUBM with the appropriate government
entity of the British Virgin Islands.
1.03
Operation as Wholly-Owned Subsidiary. After giving effect to the transaction
contemplated hereby, MUBM will own one hundred percent (100%) of all of the
share capital of Wide Broad and Wide Broad will be a wholly-owned subsidiary of
MUBM operating under the name “Wide Broad, Ltd.,” a corporation organized and
existing under the laws of the British Virgin Islands. CHDITN is
currently a wholly-owned subsidiary of Wide Broad and the post share exchange
CHDITN will become a wholly-owned indirect subsidiary of MUBM operating under
the name “Donguan CHDITN Printing Co., Ltd.” a corporation organized and
existing under the laws of the People’s Republic of China.
1.04
Further Assurances. At the Closing and from time to time thereafter, the Wide
Broad Shareholders shall execute such additional instruments and take such other
action as MUBM may reasonably request, without undue cost to the Wide Broad
Shareholders in order to more effectively sell, transfer, and assign clear title
and ownership in the Wide Broad Share Capital to MUBM.
1.05
Closing and Parties. The Closing contemplated hereby shall be held at a mutually
agreed upon time and place on or before July __, 2009, or on another date to be
agreed to in writing by the parties (the "Closing Date”). The Agreement may be
closed at any time following approval by a majority of the Board of Directors of
MUBM and by a majority of the Board of Directors of the Wide Broad and the
approval of the Wide Broad Shareholders. The Closing may be accomplished by
wire, express mail, overnight courier, conference telephone call or as otherwise
agreed to by the respective parties or their duly authorized
representatives.
1.06
Closing Events.
|
(a)
|
MUBM
Deliveries. Subject to fulfillment or waiver of the conditions set forth
in Article IV, MUBM shall deliver to the Wide Broad Shareholders at
Closing all the following:
|
|
(i)
|
A
certificate of good standing from the Department of the Secretary of the
State of Florida, issued as of a date within ten days prior to the Closing
Date, certifying that MUBM is in good standing as a corporation in the
State of Florida;
|
|
(ii)
|
Incumbency
and specimen signature certificates dated as of the Closing Date with
respect to the officers of MUBM executing this Agreement and any other
document delivered pursuant hereto on behalf of
MUBM;
|
|
(iii)
|
Copies
of the resolutions/consents of MUBM’s board of directors and shareholder
minutes or consents authorizing the execution and performance of this
Agreement and the contemplated transactions, certified by the secretary or
an assistant secretary of MUBM as of the Closing
Date;
|
|
(iv)
|
The
certificate contemplated by Section 4.01, duly executed by the chief
executive officer of MUBM;
|
|
(v)
|
The
certificate contemplated by Section 4.02, dated the Closing Date, signed
by the chief executive officer of
MUBM;
|
|
(vi)
|
Certificates
for 20,000,000 shares of MUBM Common Stock newly issued in the name of the
Wide Broad
Shareholders; and
|
|
(vii)
|
A
certified shareholder list of MUBM evidencing the cancellation of the
Control Shares; and
|
|
(viii)
|
An
executed lockup agreement restricting the sale or transfer of 550,000
shares of MUBM common stock held in the name of Maurice and 150,000 shares
of MUBM common stock held in the name of Robin Beugeltas for a period of
six months from the date of Closing;
and
|
|
(ix)
|
MUBM
shall have transferred all responsibilities and authorization to Wide
Broad’s counsel and/or the newly appointed officers of MUBM regarding the
contact and account with Guardian Registrar & Transfer, Inc. and shall
be current on all payments thereto;
and
|
|
(x)
|
Delivery
of the Note and Collateral to escrow as set forth in Section 5.06 below;
and
|
|
(xi)
|
In
addition to the above deliveries, MUBM shall take all steps and actions as
the Wide Broad Shareholders may reasonably request or as may otherwise be
reasonably necessary to consummate the transactions contemplated
hereby.
|
|
(b)
|
Wide
Broad Deliveries. Subject to fulfillment or waiver of the conditions set
forth in Article V, the Wide Broad Shareholders shall deliver
to MUBM at Closing all the
following:
|
|
(i)
|
Incumbency
and specimen signature certificates dated the Closing Date with respect to
the officers executing this Agreement and any other document delivered
pursuant;
|
|
(ii)
|
Copies
of resolutions/consents of the board of directors of Wide Broad
authorizing the execution and performance of this Agreement and the
contemplated transactions, certified by the secretary or an assistant
secretary of Wide Broad as of the Closing
Date;
|
|
(iii)
|
The
certificate contemplated by Section 5.01, executed by the Wide Broad
Shareholders; and
|
|
(iv)
|
The
certificate contemplated by Section 5.02, dated as of the Closing Date,
signed by the chief executive officer of Wide
Broad;
|
|
(v)
|
In
addition to the above deliveries, Wide Broad and/or the Wide Broad
Shareholders shall take all steps and actions as MUBM may reasonably
request or as may otherwise be reasonably necessary to consummate the
transactions contemplated hereby, including the delivery of the Wide Broad
Share Capital duly endorsed in favor of
MUBM;
|
|
(vi)
|
Delivery
of Schedule 3.02(b) pursuant to Section 3.02(b)
below.
|
|
(vii)
|
Shall
pay in full and tender the Purchase Money as set forth in Section 5.06
below; and
|
1.07
Director and Officer Resignations.
At
Closing, the current Board of Directors of MUBM shall appoint such director
nominees as may be designated by the Wide Broad Shareholders to fill vacancies
on the Board of Directors of MUBM, and, thereafter, the current directors of
MUBM shall resign. The appointment of such director nominees shall be
comprised of no less than %50 independent board members as defined by the NYSE
Amex Company Guide as amended from time to time. At Closing, the
current Board of Directors of MUBM shall also appoint and cause to be formed an
independent audit committee consisting of no less than two independent finance
experts as defined by the NYSE Amex Company Guide as amended from time to time.
In addition, at closing all officers of MUBM shall tender their resignations to
the Board of Directors, and new officers of MUBM shall be appointed by the newly
appointed Board of Directors of MUBM. All such director and officer
resignations shall be in compliance with the Securities Exchange Act of 1934, as
amended, and pursuant to a previously filed Information Statement on Schedule
14F-1 filed by MUBM.
ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF MUBM
As an
inducement to, and to obtain the reliance of the Wide Broad Shareholders and
Wide Broad, MUBM and Maurice, jointly and severally, represent, promise and
warrant as follows:
2.01 Organization.
MUBM is,
and will be at Closing, a corporation duly organized, validly existing, and in
good standing under the laws of the State of Florida and has the corporate power
and is and will be duly authorized, qualified, franchised, and licensed under
all applicable laws, regulations, ordinances, and orders of public authorities
to own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, and there are no other
jurisdictions in which it is not so qualified in which the character and
location of the assets owned by it or the nature of the material business
transacted by it requires qualification, except where failure to do so would not
have a material adverse effect on its business, operations, properties, assets
or condition. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate any provision of MUBM’s Articles of
Incorporation or Bylaws, or other agreement to which it is a party or by which
it is bound.
2.02 Approval
of Agreement; Enforceability.
MUBM has
full power, authority, and legal right and has taken, or will take, all action
required by law, its Articles of Incorporation, Bylaws, and otherwise to execute
and deliver this Agreement and to consummate the transactions herein
contemplated. The board of directors of MUBM has authorized and
approved the execution, delivery, and performance of this Agreement. This
Agreement, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of MUBM and Maurice enforceable in accordance
with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors’ rights and remedies. The MUBM
shareholders will not have dissenter’s rights with respect to any of the
transactions contemplated herein.
2.03 Capitalization.
The
authorized capitalization of MUBM consists of 100,000,000 shares of common
stock, $0.001 par value, of which 9,043,214 were issued and outstanding
immediately prior to Closing. There are 5,000,000 authorized shares of blank
check preferred stock, $.001 par value, and no shares outstanding. There are, and at the Closing,
there will be no outstanding subscriptions, options, warrants, convertible
securities, calls, rights, commitments or agreements calling for or requiring
issuance or transfer, sale or other disposition of any shares of capital stock
of the Company or calling for or requiring the issuance of any securities or
rights convertible into or exchangeable (including on a contingent basis) for
shares of capital stock. All of the outstanding shares of MUBM are
duly authorized, validly issued, fully paid and non-assessable and not issued in
violation of the preemptive or other right of any person. There are
no dividends due, to be paid or in arrears with respect to any of the capital
stock of Company.
2.04 Financial
Statements.
(i) MUBM
has previously delivered to Wide Broad an audited balance sheet of MUBM as of
December 31, 2008, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the fiscal year ended December 31, 2008,
including the notes thereto, and an unaudited balance sheet of MUBM as of March
31, 2009, and the related unaudited statements of operations, stockholders’
equity (deficit), and cash flows for the fiscal quarter ended March 31, 2009
(collectively the “Financial Statements”) and the accompanying auditor’s report
to the effect that such audited financial statements contain all adjustments
(all of which are normal recurring adjustments) necessary to present fairly the
results of operations and financial position for the periods and as of the dates
indicated.
(ii) The
Financial Statements of MUBM delivered pursuant to Section 2.04(i) have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved as explained in the notes
to such financial statements. The MUBM Financial Statements present fairly, in
all material respects, as of the closing date, the financial position of MUBM.
MUBM will not have, as of the Closing Date, any liabilities, obligations or
claims against it (absolute or contingent), and all assets reflected on such
financial statements present fairly the assets of MUBM in accordance with
generally accepted accounting principles.
(iii) MUBM
has filed or will file as the Closing Date its tax returns required to be filed
for its two most recent fiscal years and will pay all taxes due
thereon. All such returns and reports are accurate and correct in all
material respects. MUBM has no liabilities with respect to the
payment of any federal, state, county, local, or other taxes (including any
deficiencies, interest, or penalties) accrued for or applicable to the period
ended on the closing date and all such dates and years and periods prior thereto
and for which MUBM may at said date have been liable in its own right or as
transferee of the assets of, or as successor to, any other corporation or
entity, except for taxes accrued but not yet due and payable, and to the best
knowledge of MUBM, no deficiency assessment or proposed adjustment of any such
tax return is pending, proposed or contemplated. None of such income
tax returns has been examined or is currently being examined by the Internal
Revenue Service and no deficiency assessment or proposed adjustment of any such
return is pending, proposed or contemplated. MUBM has not made any
election pursuant to the provisions of any applicable tax laws (other than
elections that relate solely to methods of accounting, depreciation, or
amortization) that would have a material adverse affect on MUBM, its financial
condition, its business as presently conducted or proposed to be conducted, or
any of its respective properties or material assets. There are no
outstanding agreements or waivers extending the statutory period of limitation
applicable to any tax return of MUBM.
2.05 Information.
The
information concerning MUBM set forth in this Agreement is complete and accurate
in all respects and does not contain any untrue statement of a fact or omit to
state a fact required to make the statements made, in light of the circumstances
under which they were made, not misleading. MUBM shall cause the
information delivered by it pursuant hereto to the Wide Broad Shareholders to be
updated after the date hereof up to and including the Closing Date.
2.06 Absence
of Certain Changes or Events.
Except as
set forth in this Agreement, since the date of the most recent MUBM balance
sheet described in Section 2.04 and included in the information referred to in
Section 2.05:
(a) There
has not been: (i) any adverse change in the business, operations, properties,
level of inventory, assets, or condition of MUBM; or (ii) any damage,
destruction, or loss to MUBM (whether or not covered by insurance) adversely
affecting the business, operations, properties, assets, or conditions of
MUBM;
(b) MUBM
has not: (i) amended its Articles of Incorporation or Bylaws; (ii) declared or
made, or agreed to declare or make, any payment of dividends or distributions of
any assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its capital stock; (iii) waived any rights
of value which in the aggregate are extraordinary or material considering the
business of MUBM; (iv) made any material change in its method of management,
operation, or accounting; (v) entered into any other material transactions; (vi)
made any accrual or arrangement for or payment of bonuses or special
compensation of any kind or any severance or termination pay to any present or
former officer or employee; (vii) increased the rate of compensation payable or
to become payable by it to any of its officers or directors or any of its
employees whose monthly compensation exceeds $1,000; or (viii) made any increase
in any profit-sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement made to,
for, or with its officers, directors, or employees;
(c) MUBM
has not: (i) granted or agreed to grant any options, warrants, or other rights
for its stocks, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid any material
obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent MUBM balance sheet and current
liabilities incurred since that date in the ordinary course of business; (iv)
sold or transferred, or agreed to sell or transfer, any of its material assets,
properties, or rights (except assets, properties, or rights not used or useful
in its business which, in the aggregate have a value of less than $5,000 or
canceled, or agreed to cancel, any debts or claims (except debts and claims
which in the aggregate are of a value of less than $5,000); (v) made or
permitted any amendment or termination of any contract, agreement, or license to
which it is a party if such amendment or termination is material, considering
the business of MUBM; or (vi) issued, delivered, or agreed to issue or deliver
any stock, bonds, or other corporate securities including debentures (whether
authorized and unissued or held as treasury stock); and
(d) MUBM
has not become subject to any law, order, investigation, inquiry, grievance or
regulation which materially and adversely affects, or in the future would be
reasonably expected to adversely affect, the business, operations, properties,
assets, or condition of MUBM.
2.07 Litigation
and Proceedings.
There are
no material actions, suits, claims, or administrative or other proceedings
pending, asserted or unasserted, threatened by or against MUBM or adversely
affecting MUBM or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. MUBM is not in default of any judgment,
order, writ, injunction, decree, award, rule, or regulation of any court,
arbitrator, or governmental agency or instrumentality.
2.08 Compliance
With Laws; Government Authorization.
(a) MUBM
and its officers and directors have complied with all federal, state, county and
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business, including
federal and state securities laws. MUBM and its officers, directors
and beneficial owners are not under investigation by any federal, state, county
or local authorities, including the Commission. MUBM and its officers, directors
and beneficial owners have not received notification from any federal, state,
county, or local authorities, including the Commission, that it or
any of its officers or directors will be the subject of a legal action or that
the Commission’s Division of Enforcement will be recommending to the Commission
that a Federal District Court or Commission administrative action or any other
action be filed or taken against MUBM and its officers, directors and beneficial
owners.
(b) MUBM
has all licenses, franchises, permits, and other governmental authorizations
that are legally required to enable it to conduct its business in all material
respects as conducted on the date of this Agreement. No
authorization, approval, consent, or order of, or registration, declaration, or
filing with, any court or other governmental body is required in connection with
the execution and delivery by MUBM of this Agreement and the consummation by
MUBM of the transactions contemplated hereby.
2.09 Securities
and Exchange Commission Compliance of MUBM. MUBM has a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (“Exchange Act”) and has complied in all respects with Rule
14(a) and 14(c) of the Exchange Act, and with Sections 13 and 15(d) of the
Exchange Act, and MUBM, its management and beneficial owners have complied in
all respects with Sections 13(d) and 16(a) of the Exchange Act.
2.10 Contract
Defaults.
MUBM is
not in default under the terms of any outstanding contract, agreement, lease, or
other commitment, and there is no event of default or other event which, with
notice or lapse of time or both, would constitute a default in any respect under
any such contract, agreement, lease, or other commitment.
2.11 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust, or other material contract, agreement, or instrument to
which MUBM is a party or to which any of its properties or operations are
subject.
2.12 Subsidiary.
MUBM does
not own either beneficially or of record any equity interest in any other
company. MUBM does not have a predecessor as that term is defined
under generally accepted accounting principles or Regulation S-X promulgated by
the Securities and Exchange Commission.
2.13 MUBM
Documents.
MUBM has
delivered to the Wide Broad Shareholders copies of the following documents,
which are collectively referred to as the "MUBM Documents" and which consist of
the following dated as of the date of execution of this Agreement, all certified
by a duly authorized officer of MUBM as complete, true, and
accurate:
(a) A
copy of the Articles of Incorporation and Bylaws of MUBM in effect as of the
date of this Agreement;
(b) A
copy of resolutions adopted by the board of directors of MUBM approving this
Agreement and the transactions herein contemplated;
(c) A
document setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of MUBM since
the most recent MUBM balance sheet required to be provided pursuant to Section
2.04 hereof, updated to the Closing Date;
(d) MUBM
tax returns required to be filed for its two most recent fiscal
years;
2.14 Quotation
on the OTC Bulletin Board. MUBM’s Common Stock is quoted in good
standing on the OTC Bulletin Board under the symbol “MUBM” and MUBM will retain
such quotation and standing on the OTC Bulletin Board until the Closing of the
transactions contemplated herein, without a penalty such as receipt of an “E” or
otherwise being penalized by NASD or the OTCBB.
2.15 Delivery
of Shareholder List. Upon execution of this agreement, MUBM shall
deliver a certified shareholder list from its transfer agent setting forth the
name of each MUBM shareholder, the number of shares held by each, dated as of a
date within fifteen days of closing and whether such shares held are restricted
securities. In connection therewith, MUBM represents that none of its
shareholders are nominees for any other person.
|
2.16
|
Liabilities, Indebtedness, etc.
|
As of the
Closing Date, MUBM shall not have any assets, liabilities or indebtedness as
such terms are defined by Generally Accepted Accounting Principles.
ARTICLE
III
REPRESENTATIONS,
COVENANTS, WARRANTIES OF THE WIDE BROAD SHAREHOLDERS AND WIDE BROAD
As an
inducement to, and to obtain the reliance of MUBM, the Wide Broad Shareholders
and Wide Broad, jointly and severally, represent and warrant as
follows:
3.01
Organization.
(a) Wide
Broad and CHDITN are corporations duly organized, validly existing and in good
standing, and no certificates of dissolution have been filed under the laws of
the People’s Republic of China or the BVI. Each of Wide Broad and
CHDITN has all requisite authority and power (corporate and other), governmental
licenses, authorizations, consents and approvals to carry on their respective
businesses as presently conducted and to own, hold and operate their respective
properties and assets as now owned, held and operated. Wide Broad has
delivered or made available to MUBM a true and correct copy of their
organizational documents and the organizational documents of CHDITN, each as
amended to date. Neither the Company nor CHDITN is in violation of
any of the provisions of its respective organizational documents.
(b)
Except for CHDITN, Wide Broad does not directly or indirectly own any equity or
similar interest in, or any interest convertible or exchangeable or exercisable
for, any equity or similar interest in, any corporation, partnership, joint
venture or other business association or entity. Wide Broad is the
direct or indirect owner of all outstanding shares of capital stock of CHDITN
and all such shares are duly authorized, validly issued, fully paid and
nonassessable. All of the outstanding shares of capital stock of
CHDITN are owned by Wide Broad free and clear of all liens, charges, claims or
encumbrances or rights of others. There are no outstanding
subscriptions, options, warrants, puts, calls, rights, exchangeable or
convertible securities or other commitments or agreements of any character
relating to the issued or unissued capital stock or other securities of CHDITN,
or otherwise obligating Wide Broad or CHDITN to issue, transfer, sell, purchase,
redeem or otherwise acquire any such securities.
3.02 Capital
Structure.
(a) The
authorized capital stock of Wide Broad consists of (i) 1,000 shares, $1.00 par
value, of which there are issued and outstanding, 1,000 ordinary
shares. There are no other outstanding shares or voting securities
and no outstanding commitments to issue any shares or voting securities after
the date hereof. All outstanding Wide Broad securities are duly
authorized, validly issued, fully paid and non-assessable and are free of any
liens or encumbrances other than any liens or encumbrances created by or imposed
upon the holders thereof, and are not subject to preemptive rights or rights of
first refusal created by statute, the organizational documents of Wide Broad or
any agreement to which Wide Broad is a party or by which it is
bound. There are no options, warrants, calls, rights, commitments or
agreements of any character to which Wide Broad is a party or by which it is
bound obligating Wide Broad to issue, deliver, sell, repurchase or redeem, or
cause to be issued, delivered, sold, repurchased or redeemed, any shares of Wide
Broad or obligating Wide Broad to grant, extend, change the price of, or
otherwise amend or enter into any such option, warrant, call, right, commitment
or agreement. There are no contracts, commitments or agreements
relating to voting, purchase or sale of Wide Broad’s shares between or among
Wide Broad and any of its shareholders, or among any of the Wide Broad
shareholders.
(b)Set
forth on Schedule 3.02(b) is the following: (i) the name and address of each
person owning any capital stock or other equity interest in Wide Broad; (ii) the
certificate number of each certificate evidencing shares of capital stock or any
other equity interest issued by Wide Broad, (iii) the number of shares of
capital stock or any other equity interest evidenced by each such
certificate, (iv) the date of issuance thereof and, in the case of cancellation,
the date of cancellation. Each Wide Broad Shareholder represents and
warrants that such person has good, valid and marketable title to, all the
equity interests of Wide Broad designated on Schedule 3.02(b) as owned by such
Wide Broad Shareholder.
3.03 Approval
of Agreement; Enforceability.
Wide
Broad has full power, authority, and legal right and has taken, or will take,
all action required by law, its constituent documents, or otherwise to execute
and deliver this Agreement and to consummate the transactions herein
contemplated. The board of directors of Wide Broad has authorized and approved
the execution, delivery, and performance of this Agreement and the transactions
contemplated hereby, subject to the approval of the Wide Broad Shareholder,
which has been obtained, and compliance with any laws, rules or policies of the
government of the British Virgin Islands. This Agreement, when
delivered in accordance with the terms hereof, will constitute the valid and
binding obligation of the Wide Broad Shareholders and Wide Broad enforceable in
accordance with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies.
3.04 Financial
Statements.
(a) Wide
Broad has previously delivered to MUBM a copy of an audited balance sheet of
Wide Broad as of December 31, 2008 and December 31, 2007 and the related audited
statements of operations, cash flows, and share capital for the period since
inception through December 31, 2008 including the notes thereto to the effect
that such financial statements contain all adjustments (all of which are normal
recurring adjustments) necessary to present fairly the results of operations and
financial position for the periods and as of the dates indicated.
(b) The
audited financial statements delivered pursuant to Section 3.04(a) have been
prepared in accordance with generally accepted accounting principles
consistently applied in the United States, throughout the periods involved. The
financial statements of Wide Broad present fairly, as of their respective dates,
the financial position of Wide Broad. Wide Broad did not have, as of
the date of any such balance sheets, except as and to the extent reflected or
reserved against therein, any liabilities or obligations (absolute or
contingent) which should be reflected in any financial statements or the notes
thereto prepared in accordance with generally accepted accounting principles in
the United States, and all assets reflected therein present fairly the assets of
Wide Broad, in accordance with generally accepted accounting principles in the
United States. The statements of revenue and expenses and cash flows present
fairly the financial position and results of operations of Wide Broad as of
their respective dates and for the respective periods covered
thereby.
3.05 Outstanding
Warrants and Options.
Wide
Broad has no issued warrants or options, calls, or commitments of any nature
relating to the Wide Broad Share Capital, except as previously disclosed in
writing to MUBM.
3.06 Information.
The
information concerning Wide Broad set forth in this Agreement is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not
misleading. Wide Broad shall cause the information required to be
delivered by them pursuant to this Agreement to MUBM to be updated after the
date hereof up to and including the Closing Date.
3.07 Absence
of Certain Changes or Events.
Except as
set forth in this Agreement, since the date of the most recent Wide Broad
balance sheet described in Section 3.04 and included in the information referred
to in Section 3.06:
(a) There
has not been: (i) any material adverse change in the business, operations,
properties, level of inventory, assets, or condition of Wide Broad or CHDITN; or
(ii) any damage, destruction, or loss to Wide Broad or CHDITN materially and
adversely affecting the business, operations, properties, assets, or conditions
of Wide Broad or CHDITN;
(b) Wide
Broad and CHDITN have not: (i) amended its constituent documents; (ii) declared
or made, or agreed to declare or make, any payment of dividends or distributions
of any assets of any kind whatsoever to holders of share capital or purchased or
redeemed, or agreed to purchase or redeem, any of its share capital; (iii)
waived any rights of value which in the aggregate are extraordinary and material
considering the business of Wide Broad or CHDITN; (iv) made any material change
in its method of accounting; (v) entered into any other material transactions
other than those contemplated by this Agreement; (vi) made any material accrual
or material arrangement for or payment of bonuses or special compensation of any
kind or any severance or termination pay to any present or former officer or
employee; or (vii) made any material increase in any profit-sharing, bonus,
deferred compensation, insurance, pension, retirement, or other employee benefit
plan, payment, or arrangement made to, for, or with their officers, directors,
or employees;
(c) Wide
Broad and CHDITN have not (i) granted or agreed to grant any options, warrants,
or other rights for its share capital, bonds, or other corporate securities
calling for the issuance thereof, except as previously disclosed in writing to
MUBM; (ii) borrowed or agreed to borrow any funds or incurred, or become subject
to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid any material
obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent Wide Broad balance sheet and current
liabilities incurred since that date in the ordinary course of business; (iv)
sold or transferred, or agreed to sell or transfer, any of its material assets,
properties, or rights, or agreed to cancel any material debts or claims; (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of Wide Broad; or (vi) issued, delivered, or agreed to
issue or deliver any share capital, bonds, or other corporate securities
including debentures (whether authorized and unissued or held as treasury
stock); and
(d) To
the best knowledge of Wide Broad and its shareholders and principals, it has not
become subject to any law or regulation which materially and adversely affects,
or in the future would be reasonably expected to adversely affect, the business,
operations, properties, assets, or condition of Wide Broad.
3.08 Litigation
and Proceedings.
There are
no material actions, suits, or proceedings pending or, to the knowledge of Wide
Broad, threatened by or against Wide Broad or CHDITN or adversely affecting Wide
Broad or CHDITN, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of any
kind. Wide Broad does not have any knowledge of any default on its
part with respect to any judgment, order, writ, injunction, decree, award, rule,
or regulation of any court, arbitrator, or governmental agency or
instrumentality.
3.09 Material
Contract Defaults.
Wide
Broad and CHDITN are not in default in any material respect under the terms of
any outstanding contract, agreement, lease, or other commitment which is
material to the business, operations, properties, assets, or condition of Wide
Broad, and there is no event of default or other event which, with notice or
lapse of time or both, would constitute a default in any material respect under
any such contract, agreement, lease, or other commitment in respect of which
Wide Broad has not taken adequate steps to prevent such a default from
occurring.
3.10 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement, or instrument to
which Wide Broad or CHDITN is a party or to which any of its properties or
operations are subject.
3.11 Governmental
Authorizations.
Wide
Broad and CHDITN have all licenses, franchises, permits, and other governmental
authorizations that are legally required to enable it to conduct its business in
all material respects as conducted on the date of this Agreement. No
authorization, approval, consent, or order of, or registration, declaration, or
filing with, any court or other governmental body is required in connection with
the execution and delivery by Wide Broad of this Agreement and the consummation
by Wide Broad of the transactions contemplated hereby.
3.12 Compliance
With Laws and Regulations.
Wide
Broad and CHDITN have complied with all applicable statutes and regulations of
any governmental entity or agency thereof having jurisdiction over Wide Broad or
CHDITN, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
Wide Broad or CHDITN or except to the extent that noncompliance would not result
in the occurrence of any material liability for Wide Broad. The consummation of
this transaction will comply with all applicable laws, rules and policies of the
government of the People’s Republic of China, the Ministry of Commerce of the
Peoples’ Republic of China and the Peoples’ Republic of China State
Administration of Foreign Exchange.
3.13 Subsidiaries.
Except as
disclosed in the financial statements of Section 3.04 hereof, Wide Broad does
not own beneficially or of record equity securities in any subsidiary that has
not been previously disclosed to MUBM.
3.14 Wide
Broad Documents.
Wide
Broad has delivered to MUBM the following documents, which are collectively
referred to as the "Wide Broad Documents" and which consist of the following
dated as of the date of execution of this Agreement, all certified by the Chief
Executive Officer of Wide Broad as complete, true, and accurate:
(a) A
copy of all of CHDITN Holding’s constituent documents and all amendments thereto
in effect as of the date of this Agreement;
(b) Copies
of resolutions adopted by the board of directors of Wide Broad approving this
Agreement and the transactions herein contemplated;
(c) A
document setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of Wide Broad
since the most recent Wide Broad balance sheet required to be provided pursuant
to Section 3.04 hereof, updated to the Closing Date;
(d) A
legal opinion from a Peoples’ Republic of China licensed law firm stating that
consummation of this transaction will comply with all applicable laws, rules and
policies of the government of the People’s Republic of China, the Ministry of
Commerce of the Peoples’ Republic of China and the Peoples’ Republic of China
State Administration of Foreign Exchange.
ARTICLE
IV
CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE WIDE BROAD SHAREHOLDERS AND WIDE
BROAD
The
obligations of the Wide Broad Shareholders and Wide Broad under this Agreement
are subject to the satisfaction or waiver, at or before the Closing Date, of the
following conditions:
4.01 Accuracy
of Representations.
The
representations and warranties made by MUBM in this Agreement were true when
made and shall be true at the Closing Date with the same force and effect as if
such representations and warranties were made at and as of the Closing Date, and
MUBM shall have performed or complied with all covenants and conditions required
by this Agreement to be performed or complied with by MUBM prior to or at the
Closing. The Wide Broad Shareholders shall be furnished with a
certificate, signed by a duly authorized officer of MUBM and dated the Closing
Date, to the foregoing effect.
4.02 Officer's
Certificate.
The Wide
Broad Shareholders shall have been furnished with a certificate dated the
Closing Date and signed by the duly authorized Chief Executive Officer of MUBM
to the effect that to such officer's best knowledge no litigation, proceeding,
investigation, or inquiry is pending or, to the best knowledge of MUBM
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this
Agreement. Furthermore, based on a certificate of good standing, and
MUBM’s own documents and information, the certificate shall represent, to the
best knowledge of the officer, that:
(a) This
Agreement has been duly approved by MUBM’s board of directors and has been duly
executed and delivered in the name and on behalf of MUBM by its duly authorized
officer pursuant to, and in compliance with, authority granted by the board of
directors of MUBM pursuant to a majority consent;
(b) There
have been no adverse changes in MUBM up to and including the date of the
certificate;
(c) All
conditions required by this Agreement have been met, satisfied, or performed by
MUBM;
(d) All
authorizations, consents, approvals, registrations, reports, schedules and/or
filings with any governmental body including the Securities and Exchange
Commission, agency, or court have been obtained or will be obtained by MUBM and
all of the documents obtained by MUBM are in full force and effect or, if not
required to have been obtained, will be in full force and effect by such time as
may be required; and
(e) There
is no claim action, suit, proceeding, inquiry, or investigation at law or in
equity by any public board or body pending or threatened against MUBM, wherein
an unfavorable decision, ruling, or finding could have an adverse effect on the
financial condition of MUBM, the operation of MUBM, or the transactions
contemplated herein, or any agreement or instrument by which MUBM is bound or in
any way contests the existence of MUBM.
4.03 No
Litigation.
As of the
Closing, there shall not be pending any litigation to which MUBM, the Wide Broad
Shareholder, or Wide Broad is a party and which is reasonably likely to have a
material adverse effect on the business of MUBM or the contemplated
transactions.
4.04 Results
of Due Diligence Investigation.
The Wide
Broad Shareholders shall be satisfied with the results of their due diligence
investigation of MUBM, in his sole discretion.
4.05 MUBM
Shall Have No Assets or Liabilities as of Closing.
As of the
Closing, MUBM shall have no assets or liabilities as such term is defined by
U.S. generally accepted accounting principles.
4.06.
MUBM’s Outstanding Capital Stock at Closing.
As of the
Closing, the total outstanding capital stock of MUBM shall consist of 20,398,304
shares of common stock, after giving effect to the 1 for 4 reverse split, the
retirement of the Control Shares and the 20,000,000 share issuance and transfer
contemplated hereby, and there shall be no options, warrants, employee
compensation or other rights to issue common stock or preferred stock issued or
outstanding.
4.07 MUBM
Shall Have Filed and Mailed a Schedule 14F-1.
MUBM
shall have filed with the Commission and mailed to its shareholders of record an
Information Statement on Schedule 14F-1, and ten days shall have passed since
the date on which it was mailed to shareholders of record.
4.08
Delivery of Lock-Out Agreement
MUBM and
Maurice shall cause to be executed and deliver a lockup agreement restricting
the sale or transfer of 550,000 (137,500 post reverse split) shares of MUBM
common stock held in the name of Maurice and 150,000 (37,500 post reverse split)
shares of MUBM common stock held in the name of Robin Beugeltas for a period of
six months from the date of Closing; and
4.09 No
Material Adverse Change.
There
shall not be any change in, or effect on, either of Wide Broad’s or MUBM’s
assets, financial condition, operating results, customer and employee relations,
or business prospects or the financial statements previously supplied by Wide
Broad or MUBM which is, or may reasonably be expected to be, materially adverse
to the business, operations (as now conducted), assets, prospects or condition
(financial or otherwise), of Wide Broad or MUBM or to the contemplated
transactions.
4.10 MUBM’s
Over-The-Counter Bulletin Board Quotation.
As of the
Closing, the common stock of MUBM shall be quoted on FINRA’s Over-The-Counter
Bulletin Board, and shall be in good standing without an “E” or any other
penalty being imposed by FINRA or the OTCBB.
4.11 Good
Standing.
The Wide
Broad Shareholders shall have received a certificate of good standing from the
appropriate authority, dated as of the date within five days prior to the
Closing Date, certifying that MUBM is in good standing as a corporation in the
State of Florida.
4.12
MUBM’s Disposal of Subsidiaries
MUBM
shall have disposed of any subsidiaries, if applicable.
4.13 MUBM’s
Responsibility for filing Form 10-Q
MUBM
shall have acknowledged in writing to Wide Broad its responsibility to prepare
and file, and bear the cost of, MUBM’s Form 10-Q for the quarter ended June 30,
2009 which must be filed with the Commission on or about July 15,
2009.
4.14 Other
Items.
The Wide
Broad Shareholders shall have received from MUBM such other documents, legal
opinions, certificates, or instruments relating to the transactions contemplated
hereby as the Wide Broad Shareholders may reasonably request.
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF MUBM
The
obligations of MUBM under this Agreement are subject to the satisfaction, at or
before the Closing Date, of the following conditions:
5.01 Accuracy
of Representations.
The
representations and warranties made by the Wide Broad Shareholders and Wide
Broad in this Agreement were true when made and shall be true at the Closing
Date with the same force and affect as if such representations and warranties
were made at and as of the Closing Date (except for changes therein permitted by
this Agreement), and the Wide Broad Shareholders and/or Wide Broad shall have
performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by them prior to or at the
Closing. MUBM shall be furnished with a certificate, signed by the
Wide Broad Shareholders and dated the Closing Date, to the foregoing
effect.
5.02 Officer's
Certificate.
MUBM
shall have been furnished with a certificate dated the Closing Date and signed
by the duly authorized Chief Executive Officer of Wide Broad to the effect that
no litigation, proceeding, investigation, or inquiry is pending or, to the best
knowledge of Wide Broad, threatened, which might result in an action to enjoin
or prevent the consummation of the transactions contemplated by this
Agreement. Furthermore, based on Wide Broad’s own documents, the
certificate shall represent, to the best knowledge of the officer,
that:
(a) This
agreement has been duly approved by Wide Broad’s board of directors and
stockholders and has been duly executed and delivered in the name and on behalf
of Wide Broad by its duly authorized officer pursuant to, and in compliance
with, authority granted by the board of directors of Wide Broad;
(b) Except
as provided or permitted herein, there have been no material adverse changes in
Wide Broad up to and including the date of the certificate;
(c) All
material conditions required by this Agreement have been met, satisfied, or
performed by Wide Broad and/or the Wide Broad Shareholders;
(d) All
authorizations, consents, approvals, registrations, and/or filings with any
governmental body, agency, or court required in connection with the execution
and delivery of the documents by Wide Broad and/or the Wide Broad Shareholders
have been obtained and are in full force and effect or, if not required to have
been obtained will be in full force and effect by such time as may be required;
and
(e) There
is no material action, suit, proceeding, inquiry, or investigation at law or in
equity by any public board or body pending or threatened against Wide Broad,
wherein an unfavorable decision, ruling, or finding would have a material
adverse affect on the financial condition of Wide Broad, the operation of Wide
Broad, for the transactions contemplated herein, or any material agreement or
instrument by which Wide Broad is bound or would in any way contest the
existence of Wide Broad.
5.03 No
Litigation.
As of the
Closing, there shall not be pending any litigation to which MUBM, any of the
Wide Broad Shareholders or Wide Broad is a party and which is reasonably likely
to have a material adverse effect on the business of Wide Broad or the
contemplated transactions.
5.04 Results
of Due Diligence Investigation.
MUBM
shall be satisfied with the results of its due diligence investigation of Wide
Broad, in its sole discretion.
5.05 No
Material Adverse Change.
There
shall not be any change in, or effect on, Wide Broad’s or MUBM’s assets,
financial condition, operating results, customer and employee relations, or
business prospects or the financial statements previously supplied by Wide Broad
or MUBM which is, or may reasonably be expected to be, materially adverse to the
business, operations (as now conducted), assets, prospects or condition
(financial or otherwise), of the Wide Broad Shareholders or Wide Broad or to the
contemplated transactions.
5.06
Purchase Money.
Upon
signing this Agreement the Wide Broad Shareholders shall pay into escrow an
amount equal to $600,000 (the “Purchase Money”) as additional consideration and
against delivery of a receipt and satisfaction. The $600,000 shall
consist of: (i) a non-refundable deposit of $35,000 which shall be disbursed to
Maurice for his immediate use (ii) a collateralized promissory note in the
amount of $565,000 (the “Note”) delivered prior to Closing and which shall
remain in escrow until Closing and pending satisfaction or waiver of the terms
and conditions of this Agreement and (iii) 3,000,000 post reverse split shares
(the “Collateral”) which shall be allocated from the MUBM Common Stock and held
in the name of “Greentree Financial Group, Inc. (USA) Escrow Account” post
Closing until either the Note is satisfied in full or an Event of Default (as
defined in the Note) has occurred. The Purchase Money, Note and
Collateral shall be held in the escrow account of Greentree Financial Group,
Inc. (USA) and disbursed pursuant to the terms hereto.
5.07 Other
Items.
MUBM
shall have received from the Wide Broad Shareholders and/or Wide Broad such
other documents, legal opinions, certificates, or instruments relating to the
transactions contemplated hereby as MUBM may reasonably request.
ARTICLE
VI
COVENANTS
RELATING TO CHDITN
6.01
CHDITN is currently an indirect wholly owned subsidiary of Wide Broad and
subsequent to Closing of this Agreement, Wide Broad shall be a wholly owned
subsidiary of MUBM. Accordingly, CHDITN shall be an indirect wholly
owned subsidiary of MUBM and CHDITN shall continue business under the name of
“Donguan CHDITN Printing Co., Ltd., a corporation organized and existing under
the laws of the People’s Republic of China.
ARTICLE
VII
SPECIAL
COVENANTS
7.01 Activities
of MUBM and Wide Broad
(a) From
and after the date of this Agreement until the Closing Date and except as set
forth in the respective documents to be delivered by MUBM and Wide Broad
pursuant hereto or as permitted or contemplated by this Agreement, MUBM, Wide
Broad and CHDITN will each:
(i) Carry
on its business in substantially the same manner as it has
heretofore;
(ii)
Maintain in full force and effect insurance, if any, comparable in amount and in
scope of coverage to that now maintained by it;
(iii)
Perform in all material respects all of its obligations under material
contracts, leases, and instruments relating to or affecting its assets,
properties, and business;
(iv) Use
its best efforts to maintain and preserve its business organization intact, to
retain its key employees, and to maintain its relationships with its material
suppliers and customers;
(v) Duly
and timely file for all taxable periods ending on or prior to the Closing Date
all tax returns required to be filed by or on behalf of such entity or for which
such entity may be held responsible and shall pay, or cause to pay, all taxes
required to be shown as due and payable on such returns, as well as all
installments of tax due and payable during the period commencing on the date of
this Agreement and ending on the Closing Date; and
(vi)
Fully comply with and perform in all material respects all obligations and
duties imposed on it by all laws and all rules, regulations, and orders imposed
by governmental authorities.
(b) From
and after the date of this Agreement and except as provided herein until the
Closing Date, MUBM and Wide Broad will each not:
(i) Make
any change in its Articles of Incorporation, Bylaws or constituent
documents;
(ii) Enter
into or amend any material contract, agreement, or other instrument of any of
the types described in such party's documents, except that a party may enter
into or amend any contract, agreement, or other instrument in the ordinary
course of business; and
(iii)
Enter into any agreement for the sale of MUBM securities or a merger or sale of
substantially all of the assets of MUBM without the prior written approval of
Wide Broad.
7.02 Access
to Properties and Records.
Until the
Closing Date, Wide Broad and MUBM will afford to the other party's officers and
authorized representatives and attorneys full access to the properties, books,
and records of the other party in order that each party may have full
opportunity to make such reasonable investigation as it shall desire to make of
the affairs of Wide Broad or MUBM and will furnish the other party with such
additional financial and other information as to the business and properties of
Wide Broad or MUBM as each party shall from time to time reasonably
request.
7.03 Indemnification
by Wide Broad and the Wide Broad Shareholder.
(a) Wide
Broad will indemnify and hold harmless MUBM and its directors and officers, and
each person, if any, who controls MUBM within the meaning of the Securities Act
from and against any and all losses, claims, damages, expenses, liabilities, or
other actions to which any of them may become subject under applicable law
(including the Securities Act and the Securities Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any claims or actions, whether or not
resulting in liability, insofar as such losses, claims, damages, expenses,
liabilities, or actions arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact contained in any of the
representations, covenants and warranties set forth herein; or (ii) the breach
of any covenant or agreement set forth herein. The indemnity set
forth herein shall survive the consummation of the transactions herein for a
period of one year.
(b) The
Wide Broad Shareholders will indemnify and hold harmless MUBM, its directors and
officers, and each person, if any, who controls MUBM within the meaning of the
Securities Act from and against any and all losses, claims, damages, expenses,
liabilities, or other actions to which any of them may become subject under
applicable law (including the Securities Act and the Securities Exchange Act)
and will reimburse them for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any claims or actions,
whether or not resulting in liability, insofar as such losses, claims, damages,
expenses, liabilities, or actions arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact contained in any of the
representations, covenants and warranties set forth herein; or (ii) the breach
of any covenant or agreement set forth herein. The indemnity set
forth herein shall survive the consummation of the transactions herein for a
period of one year.
7.04
Indemnification by MUBM and Maurice.
(a) MUBM
will indemnify and hold harmless Wide Broad, the Wide Broad Shareholder, and
Wide Broad’s directors and officers, and each person, if any, who controls Wide
Broad within the meaning of the Securities Act from and against any and all
losses, claims, damages, expenses, liabilities, or actions to which any of them
may become subject under applicable law (including the Securities Act and the
Securities Exchange Act) and will reimburse them for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
claims or actions, whether or not resulting in liability, insofar as such
losses, claims, damages, expenses, liabilities, or actions arise out of or are
based upon: (i) any untrue statement or alleged untrue statement of a
material fact contained in any of the representations, covenants and warranties
set forth herein; or (ii) the breach of any covenant or agreement set forth
herein. The indemnity set forth herein shall survive the consummation
of the transactions herein for a period of one year.
(b) Maurice
will indemnify and hold harmless Wide Broad, the Wide Broad Shareholder, and
Wide Broad’s directors and officers, and each person, if any, who controls Wide
Broad within the meaning of the Securities Act from and against any and all
losses, claims, damages, expenses, liabilities, or other actions to which any of
them may become subject under applicable law (including the Securities Act and
the Securities Exchange Act) and will reimburse them for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, or actions arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact contained in any of the representations, covenants and warranties
set forth herein; or (ii) the breach of any covenant or agreement set forth
herein. The indemnity set forth herein shall survive the consummation
of the transactions herein for a period of one year.
7.05 The
Issuance of MUBM Common Stock.
MUBM and
the Wide Broad Shareholders understand and agree that the consummation of this
Agreement, including the issuance of the MUBM Common Stock to the Wide Broad
Shareholders as contemplated hereby, constitutes the offer and sale of
securities under the Securities Act and applicable state statutes. MUBM and the
Wide Broad Shareholders agree that such transactions shall be consummated in
reliance on an exemption from registration pursuant to the Securities Act of
1933, as amended (the “Act”), provided by Regulation S. Such exemption is based
on the following representations, warranties and covenants made by the Wide
Broad Shareholders.
(a) Regulation
S Representations, Warranties and Covenants.
The Wide
Broad Shareholders represent and warrant to, and covenant with, MUBM as
follows:
|
(1)
|
The
Wide Broad Shareholder is not a U.S. person and is not acquiring the
shares of common stock of MUBM for the account or for the benefit of any
U.S. person and are not a U.S. person who purchased the shares of common
stock in a transaction that did not require registration under the
Act.
|
|
(2)
|
The
Wide Broad Shareholder agrees to resell such common stock only in
accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from
registration.
|
|
(3)
|
The
Wide Broad Shareholder agrees not to engage in hedging transactions with
regard to such securities unless in compliance with the
Act.
|
|
(4)
|
The
Wide Broad Shareholder consents to the certificate for the shares of
common stock of MUBM to contain a legend to the effect that transfer is
prohibited except in accordance with the provisions of Regulation S,
pursuant to registration under the Act, or pursuant to an available
exemption from registration, and that hedging transactions involving the
shares of common stock may not be conducted unless in compliance with the
Act.
|
|
(5)
|
The
Wide Broad Shareholder acknowledges that MUBM has agreed to refuse to
register any transfer of the shares of common stock not made in accordance
with the provisions of Regulation S, pursuant to registration under the
Act, or pursuant to an available exemption from
registration.
|
|
(6)
|
The
Wide Broad Shareholder covenants and represents and warrants in favor of
MUBM that all of the representations and warranties set forth herein shall
be true and correct at the time of Closing as if made on that
date.
|
(b) In
connection with the transaction contemplated by this Agreement, MUBM shall file,
with its counsel, such notices, applications, reports, or other instruments as
may be deemed necessary or appropriate in an effort to document reliance on such
exemptions, and the appropriate regulatory authority in the countries where the
Wide Broad Shareholder resides unless an exemption requiring no filing is
available in such jurisdictions, all to the extent and in the manner as may be
deemed by such parties to be appropriate.
7.06 Securities
Filings.
MUBM
shall be responsible for the preparation and filing of all Securities Act and
Exchange Act filings that may result from the transactions contemplated in this
Agreement, although counsel for the Wide Broad Shareholders may assist with the
preparation and filing.
7.07 Sales
of Securities under Rule 144, If Applicable.
(a) MUBM
will use its best efforts to at all times satisfy the current public information
requirements of Rule 144 promulgated under the Act.
(b) If
any certificate representing any such restricted stock is presented to MUBM’s
transfer agent for registration or transfer in connection with any sales
theretofore made under Rule 144, provided such certificate is duly endorsed for
transfer by the appropriate person(s) or accompanied by a separate stock power
duly executed by the appropriate person(s) in each case with reasonable
assurances that such endorsements are genuine and effective, and is accompanied
by an opinion of counsel satisfactory to MUBM and its counsel that such transfer
has complied with the requirements of Rule 144, as the case may be, MUBM will
promptly instruct its transfer agent to allow such transfer and to issue one or
more new certificates representing such shares to the transferee and, if
appropriate under the provisions of Rule 144, as the case may be, free of any
stop transfer order or restrictive legend.
(c) Other
Representations, Warranties and Covenants.
|
(1)
|
The
Wide Broad Shareholders has been furnished with and have carefully read
the periodic reports on Forms 10-K, 10-Q and 8-K filed by MUBM with the
Securities and Exchange Commission. With respect to individual
or partnership tax and other economic considerations involved in this
investment, the Wide Broad Shareholders confirm that they are not relying
on MUBM (or any agent or representative of MUBM). The Wide
Broad Shareholders have carefully considered and have, to the extent such
persons believe such discussion necessary, discussed with their own legal,
tax, accounting and financial advisers the suitability of an investment in
the common stock for such particular tax and financial
situation.
|
|
(2)
|
The
Wide Broad Shareholders acknowledge that MUBM may be considered a “shell
company” in the context of the transaction with no operations and no
significant assets and that, as a result, the consideration for the Shares
far exceeds the value of the MUBM Common Stock under any recognized
criteria of value. The Wide Broad Shareholders further
acknowledge that they are aware of the quoted prices for MUBM’s common
stock on the OTC Bulletin Board but understand there is no active trading
market for such shares, quotations on the OTCBB represent inter-dealer
prices without retail mark-up, mark-down, or commission, and may not
represent actual transactions, and there is no liquid trading market for
MUBM’s common stock. As a result, there can be no assurance
that the Wide Broad Shareholders will be able to sell the common stock.
|
|
(3)
|
The
Wide Broad Shareholders have had an opportunity to inspect relevant
documents relating to the organization and business of MUBM. The Wide
Broad Shareholders acknowledge that all documents, records and books
pertaining to this investment which such Wide Broad Shareholder has
requested has been made available for inspection by such Wide Broad
Shareholder and their respective attorney, accountant or other
adviser(s).
|
|
(4)
|
The
Wide Broad Shareholders and/or their respective advisor(s) has/have had a
reasonable opportunity to ask questions of, and receive answers and
request additional relevant information from, the officers of MUBM
concerning the transactions contemplated by this
Agreement.
|
|
(5)
|
The
Wide Broad Shareholders confirm that they are not acquiring the common
stock as a result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio or presented at any
seminar.
|
|
(6)
|
The
Wide Broad Shareholders, by reason of such persons’ business or financial
experience, has the capacity to protect their own interests in connection
with the transactions contemplated by this
Agreement.
|
|
(7)
|
Except
as set forth in this Agreement, the Wide Broad Shareholders represent that
no representations or warranties have been made to them by MUBM, any
officer director, agent, employee, or affiliate of MUBM, and such Wide
Broad Shareholder has not relied on any oral representation by MUBM or by
any of its officers, directors or agents in connection with their decision
to acquire the common stock.
|
|
(8)
|
The
Wide Broad Shareholders represent that neither they nor any of their
affiliates is subject to any of the events described in Section 262(b) of
Regulation A promulgated under the
Act.
|
|
(9)
|
The
Wide Broad Shareholders have adequate means for providing for their
current financial needs and contingencies, are able to bear the
substantial economic risks of an investment in the MUBM common stock for
an indefinite period of time, has no need for liquidity in such investment
and, at the present time, could afford a complete loss of such
investment.
|
|
(10)
|
The
Wide Broad Shareholders have such knowledge and experience in financial,
tax and business matters so as to enable them to use the information made
available to them in connection with the transaction to evaluate the
merits and risks of an investment in the MUBM common stock and to make an
informed investment decision with respect
thereto.
|
|
(11)
|
The
Wide Broad Shareholders understand that the MUBM common stock constitutes
“restricted securities” that have not been registered under the Securities
Act or any applicable state securities law and they are acquiring the same
as principals for their own account for investment purposes and not for
distribution. The Wide Broad Shareholders acknowledge that the common
stock has not been registered under the Act or under any the securities
act of any state or country. The Wide Broad Shareholders
understand further that in absence of an effective registration statement,
the common stock can only be sold pursuant to some exemption from
registration.
|
|
(12)
|
The
Wide Broad Shareholders recognize that investment in the MUBM Common Stock
involves substantial risks. The Wide Broad Shareholders
acknowledge that they have reviewed the risk factors identified in the
periodic reports filed by MUBM with the Securities and Exchange
Commission. The Wide Broad Shareholders further confirm that
they are aware that no federal or state agencies have passed upon this
transaction or made any finding or determination as to the fairness of
this investment.
|
|
(13)
|
The
Wide Broad Shareholders acknowledge that each stock certificate
representing the common stock shall contain a legend substantially in the
following form:
|
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY
REGULATION S AND HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE
PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND
COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY
OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING
TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.
7.08
Securities Filings.
The Wide
Broad Shareholders, as the controlling shareholders of MUBM following Closing,
shall cause MUBM to timely prepare and file all Securities Act and Exchange Act
filings that may result from or be required in connection with the transactions
contemplated in this Agreement.
ARTICLE
VIII
MISCELLANEOUS
8.01 Brokers.
No
broker’s or finder’s fee will be paid in connection with the transaction
contemplated by this Agreement.
8.02 No
Representation Regarding Tax Treatment.
No
representation or warranty is being made by any party to any other party
regarding the treatment of this transaction for federal or state income
taxation. Each party has relied exclusively on its own legal,
accounting, and other tax adviser regarding the treatment of this transaction
for federal and state income taxes and on no representation, warranty, or
assurance from any other party or such other party's legal, accounting, or other
adviser.
8.03 Governing
Law. Disputes.
This
Agreement shall in accordance with the Laws of Florida in all respects be
construed, governed, applied and enforced under the internal laws of the State
of Florida without giving effect to the principles of conflicts of laws and be
deemed to be an agreement entered into in the State of Florida and made pursuant
to the laws of the State of Florida. The parties agree that they
shall be deemed to have agreed to binding arbitration with respect to the entire
subject matter of any and all disputes relating to or arising under this
Agreement including, but not limited to, the specific matters or disputes as to
which arbitration has been expressly provided for by other provisions of this
Agreement and that any such arbitration shall be commenced exclusively in
Florida. Any such arbitration shall be by a panel of three
arbitrators and pursuant to the commercial rules then existing of the American
Arbitration Association in the State of Florida. In all arbitrations,
judgment upon the arbitration award may be entered in any court having
jurisdiction. The parties specifically designate the courts in the
State of Florida as properly having jurisdiction for any proceeding to confirm
and enter judgment upon any such arbitration award. The parties
hereby consent to and submit to the exclusive jurisdiction of the courts of the
State of Florida in any action or proceeding and submit to personal jurisdiction
over each of them by such courts. The parties hereby waive personal
service of any and all process and specifically consent that in any such action
or proceeding brought in the courts of the State of Florida, any service of
process may be effectuated upon any of them by certified mail, return receipt
requested, in accordance with Section 8.04 of this Agreement. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.
The
parties agree, further, that the prevailing party in any such arbitration as
determined by the arbitrators shall be entitled to such costs and attorney's
fees, if any, in connection with such arbitration as may be awarded by the
arbitrators. In connection with the arbitrators’ determination for
the purpose of which party, if any, is the prevailing party, they shall take
into account all of the factors and circumstances including, without limitation,
the relief sought, and by whom, and the relief, if any, awarded, and to
whom. In addition, and notwithstanding the foregoing sentence, a
party shall not be deemed to be the prevailing party in a claim seeking monetary
damages, unless the amount of the arbitration award exceeds the amount offered
in a legally binding writing by the other party by fifteen percent (15%) or
more. For example, if the party initiating arbitration (“A”) seeks an
award of $100,000 plus costs and expenses, the other party (“B”) has offered A
$50,000 in a legally binding written offer prior to the commencement of the
arbitration proceeding, and the arbitration panel awards any amount less than
$57,500 to A, the panel should determine that B has “prevailed”.
The
arbitration panel shall have no power to award non-monetary or equitable relief
of any sort. It shall also have no power to award (i) damages
inconsistent with any applicable agreement between the parties or (ii) punitive
damages or any other damages not measured by the prevailing party’s actual
damages; and the parties expressly waive their right to obtain such damages in
arbitration or in any other forum. In no event, even if any other
portion of these provisions is held invalid or unenforceable, shall the
arbitration panel have power to make an award or impose a remedy which could not
be made or imposed by a court deciding the matter in the same
jurisdiction.
Discovery
shall be permitted in connection with the arbitration only to the extent, if
any, expressly authorized by the arbitration panel upon a showing of substantial
need by the party seeking discovery.
All
aspects of the arbitration shall be treated as confidential. The
parties and the arbitration panel may disclose the existence, content or results
of the arbitration only as provided in the rules of the American Arbitration
Association in Florida. Before making any such disclosure, a party
shall give written notice to all other parties and shall afford such parties a
reasonable opportunity to protect their interest.
8.04 Notices.
Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered, if sent by facsimile or telecopy
transmission or other electronic communication confirmed by registered or
certified mail, postage prepaid, or if sent
by
prepaid overnight courier addressed as follows:
If to
Décor Products International, Inc. to:
295 N.W.
89th Avenue
Coral
Springs, FL 33071
If to
Wide Broad Group, Ltd. to:
No. 6
Economic Zone, Wushaliwu, Chang’an Town
Dongguan,
Guangdong Province
PRC
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road
3rd
Floor
Cornelius,
NC 28031
or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices, hereunder, and any such notice or communication shall be deemed
to have been given as of the date so delivered or sent by facsimile or telecopy
transmission or other electronic communication, or one day after the date so
sent by overnight courier.
8.05 Attorney's
Fees.
In the
event that any party institutes any action or suit to enforce this Agreement or
to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys' fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.
8.06 Document;
Knowledge.
Whenever,
in any section of this Agreement, reference is made to information set forth in
the documents provided by MUBM or the Wide Broad Shareholders, such reference is
to information specifically set forth in such documents and clearly marked to
identify the section of this Agreement to which the information
relates. Whenever any representation is made to the "knowledge" of
any party, it shall be deemed to be a representation that no officer or director
of such party, after reasonable investigation, has any knowledge of such
matters.
8.07 Entire
Agreement.
This
Agreement represents the entire agreement between the Parties relating to the
subject matter hereof. All previous agreements between the Parties,
whether written or oral, have been merged into this Agreement. This
Agreement alone fully and completely expresses the agreement of the Parties
relating to the subject matter hereof. There are no other courses of
dealing, understandings, agreements, representations, or warranties, written or
oral, except as set forth herein.
8.08 Survival,
Termination.
The
representations, warranties, and covenants of the respective Parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two years from the Closing Date, unless otherwise
provided herein.
8.09 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument. In addition, facsimile or electronic signatures shall have the same
legally binding effect as original signatures.
8.10 Amendment
or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and such remedies may be
enforced concurrently, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At
any time prior to the Closing Date, this Agreement may be amended by a writing
signed by all Parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance thereof may be extended by a writing signed by the party or parties
for whose benefit the provision is intended.
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as
of the date first above written.
|
DÉCOR
PRODUCTS INTERNATIONAL, INC. (“MUBM”)
|
|
|
By:
|
/s/ Maurice Katz |
|
Name: Maurice
Katz
|
|
|
Title: President
and Director
|
|
|
WIDE
BROAD GROUP LIMITED (“Wide Broad”)
|
|
|
By:
|
/s/ Liu RuiSheng |
|
Name:
Liu RuiSheng
|
|
|
Title:
President
|
|
|
DONGGUAN CHDITN
PRINTING CO., LTD. ("CHDITN”)
|
|
|
By:
|
/s/ Liu RuiSheng |
|
Name: Liu
Rui Sheng
|
|
|
Title: Chairman
and CEO
|
|
|
SMART
APPROACH INVESTMENTS, LTD. (“Wide Broad Shareholder”)
|
|
|
By:
|
/s/ Ng SuiKei |
|
Name: Ng
SuiKei
|
|
|
Title:
Director and Principal Shareholder
|
|
|
MAN
KWAI MING (“Wide Broad Shareholder”)
|
|
| /s/ Man Kwai Ming | |
|
Name: Mr.
Man Kwai Ming
|
|
|
MAURICE
KATZ
|
| /s/ Maurice Katz |
|
Name:
Mr. Maurice Katz, Individual
|